PROSPECTUS SUPPLEMENT
(To Prospectus dated December 3, 2021)
$300,000,000
HOME BANCSHARES, INC.
3.125% Fixed-to-Floating Rate Subordinated Notes due 2032
We are offering $300,000,000 aggregate principal amount of 3.125%
fixed-to-floating rate subordinated notes due 2032 (the Notes) pursuant to this prospectus supplement and the accompanying prospectus. The Notes will be
offered in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Notes will mature on January 30, 2032 (the Maturity Date). From and including the date of original issuance to, but excluding, January 30,
2027 or the date of earlier redemption (the fixed rate period), the Notes will bear interest at an initial rate of 3.125% per annum, payable semi-annually in arrears on January 30 and July 30 of each year, commencing on July 30, 2022.
The last interest payment date for the fixed rate period will be January 30, 2027. From and including January 30, 2027 to, but excluding, the Maturity Date or the date of earlier redemption (the floating rate period), the Notes will bear
interest at a floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), each as defined and subject to the provisions described under Description of the Notes - Interest in this prospectus
supplement, plus 182 basis points, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, commencing on April 30, 2027. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark
rate will be deemed to be zero.
We may, at our option, beginning with the interest payment date of January 30, 2027 and on any interest payment date
thereafter, redeem the Notes, in whole or in part. The Notes will not otherwise be redeemable by us prior to maturity, unless certain events occur, as described under Description of the Notes - Redemption in this prospectus supplement.
The redemption price for any redemption is 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any redemption of the Notes will be subject to the receipt of
the approval of the Board of Governors of the Federal Reserve System (the Federal Reserve) to the extent then required under applicable laws or regulations, including capital regulations.
The Notes will be unsecured subordinated obligations, will rank pari passu, or equally, with all of our existing and future unsecured subordinated
debt, will be senior to all of our existing and future junior subordinated debt and will be junior to all of our existing and future senior debt. The Notes will be structurally subordinated to all existing and future liabilities of our subsidiaries
and will be effectively subordinated to our existing and future secured indebtedness. There will be no sinking fund for the Notes. The Notes will be obligations of Home BancShares, Inc. (Home) only and will not be obligations of, and
will not be guaranteed by, any of Homes subsidiaries. For a more detailed description of the Notes, see Description of the Notes.
Prior
to this offering, there has been no public market for the Notes. The Notes will not be listed on any securities exchange or included in any automated quotation system.
The Notes are not deposits and are not insured by the Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency. The
Notes are ineligible as collateral for a loan or extension of credit from Home or any of its subsidiaries. None of the U.S. Securities and Exchange Commission (the SEC), the FDIC, the Federal Reserve, or any other bank regulatory agency
or any state securities commission has approved or disapproved of the Notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Investing in the Notes involves risks. See Risk Factors beginning on page
S-17 of this prospectus supplement and those risk factors in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
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Per Note
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Total
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Public offering price(1)
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100.00%
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$
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300,000,000
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Underwriting discount(2)
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0.93%
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$
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2,790,000
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Proceeds, before expenses, to us
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99.07%
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$
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297,210,000
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(1)
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Plus accrued interest, if any, from the original issue date.
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(2)
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See Underwriting in this prospectus supplement for details regarding the underwriters
compensation.
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The underwriter expects to deliver the Notes to purchasers in book-entry form through the facilities of
The Depository Trust Company, against payment on or about January 18, 2022. See Underwriting in this prospectus supplement for details.
Sole
Bookrunning Manager
Piper Sandler
The date of this prospectus supplement is January 13, 2022.